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Virginia
(State or other jurisdiction
of incorporation)
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1-9819
(Commission File Number)
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52-1549373
(IRS Employer
Identification No.)
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4991 Lake Brook Drive, Suite 100
Glen Allen, Virginia
(Address of principal executive offices)
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23060-9245
(Zip Code)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Exhibit
No.
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Description
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10.31
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Form of Restricted Stock Agreement for Executive Officers under the Dynex Capital, Inc. 2009 Stock and Incentive Plan
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DYNEX CAPITAL, INC.
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Date:
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February 13, 2017
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By:
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/s/ Stephen J. Benedetti
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Stephen J. Benedetti
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Executive Vice President, Chief Financial Officer and Chief Operating Officer
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Exhibit
No.
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Description
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10.31
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Form of Restricted Stock Agreement for Executive Officers under the Dynex Capital, Inc. 2009 Stock and Incentive Plan
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Date of Grant:
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<<grant date>> (“Award Date”)
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Number of Shares:
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<< number of shares>> shares (“Award Shares”)
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Vesting:
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<<insert vesting schedule>>, subject to the Terms and Conditions.
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DYNEX CAPITAL, INC.
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EMPLOYEE
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<< name>>
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<< name>>
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<<title>>
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Date:
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Date:
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(a)
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Subject to earlier vesting or forfeiture as provided below, the period of restriction (the “Period of Restriction”) applicable to each portion of the Award Shares is the period from the Award Date through the dates provided on the Summary Page, provided Employee continues to provide services to the Company or any Related Entity as contemplated in Paragraph 6 through such date.
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(b)
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Except as contemplated in Paragraph 2(c), the Award Shares, and the rights and privileges conferred hereby, may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, otherwise than by will or by the laws of descent and distribution, and shall not be subject to execution, attachment or similar process, during the Period of Restriction. Except as otherwise provided pursuant to Paragraph 2(c), the Award Shares as determined pursuant to Paragraph 2(a) shall become freely transferable by Employee as of the last day of the relevant Period of Restriction.
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(c)
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Subject to earlier forfeiture as provided in Paragraph 6 below, in the event a Vesting Acceleration Event occurs while Employee is providing services to the Company or a Related Entity as contemplated in Paragraph 6 and prior to the end of the Period of Restriction applicable to any portion of the Award Shares, immediate vesting shall occur and the Period of Restriction shall end for such portion of the Award Shares, and the Award Shares shall be free of restrictions and freely transferable on the date of such Vesting Acceleration Event.
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(d)
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The following terms have the following meanings for purposes hereof:
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(i)
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“Cause” shall have the meaning set forth in any written employment or severance agreement between Employee and the Company in effect on the Award Date (the “Employment Agreement”). If no such agreement exists on the Award Date or if such agreement does not contain any such definition, “Cause” shall mean (A) Employee's failure to comply with a lawful directive of the board of directors of the Company or any Related Entity or any supervisory personnel, (B) any criminal act by Employee, (C) any act of dishonesty or misconduct by Employee that has an adverse effect on the property, operations, business or reputation of the Company or any Related Entity, or (D) the material breach by Employee of any written policies of the Company or any Related Entity or the terms of any confidentiality, non-competition, non-solicitation or other agreement that Employee has with the Company or any Related Entity.
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(ii)
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“Vesting Acceleration Event” shall mean the occurrence of a Change in Control (as defined in the Plan), Employee’s separation from service due to becoming “disabled” (as defined in the Employment Agreement or, if none, for purposes of Section 22(e)(3) of the Internal Revenue Code), Employee’s death, Employee’s retirement, with the consent of the Committee or its delegate, at or after age sixty-five (65) where there is no Cause (as defined herein) for the Company to terminate Employee’s service, the termination of Employee’s service with the Company and any Related Entity by the Company other than for Cause (as defined herein), the termination of Employee’s service with the Company and any
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(a)
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The Company shall issue the Award Shares either: (i) in certificate form, or (ii) in book-entry form, registered in the name of Employee with notations as to any restrictions on transfer imposed under this Agreement.
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(b)
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Any certificates representing any of the Award Shares shall be held by the Company until the Period of Restriction with respect to any of the Award Shares lapses or until the Award Shares are forfeited hereunder. During the Period of Restriction, any Award Shares issued in book-entry form shall be subject to the following legend and any certificates representing the Award Shares shall bear the following legend:
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(c)
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Promptly after the Period of Restriction lapses for any of the Award Shares, the Company shall either remove the relevant notations for such Award Shares issued in book-entry form or deliver to Employee a certificate(s) evidencing the number of Award Shares as to which the Period of Restriction has lapsed.
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(d)
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By execution of this Agreement (which shall constitute the Stock Power contemplated in the Plan), Employee hereby appoints the Secretary of the Company, with full power of substitution, as Employee’s attorney in fact with power and authority in the name and on behalf of Employee to take any action and execute all documents and instruments, including without limitation stock powers, which may be necessary to transfer any forfeited Award Shares (or shares otherwise reacquired or withheld by the Company hereunder), to the Company as may be required pursuant to the Plan or this Agreement.
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